(Edgar Glimpses Via Acquire Media NewsEdge) Forward Looking Statements
Our Management's Discussion and Analysis contains not only statements that are
historical facts, but also statements that are forward-looking. Forward-looking
statements are, by their very nature, uncertain and risky. These risks and
uncertainties include, but are not limited to, international, national and local
general economic and market conditions; demographic changes; our ability to
sustain, manage, or forecast growth; our ability to successfully make and
integrate acquisitions; existing government regulations and changes in, or the
failure to comply with, government regulations; adverse publicity; competition;
fluctuations and difficulty in forecasting operating results; changes in
business strategy or development plans; business disruptions; the ability to
attract and retain qualified personnel; the ability to protect technology; and
other risks that might be detailed from time to time in our filings with the
Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Report reflect the
good faith judgment of our management, such statements can only be based on
facts and factors currently known by them. Consequently, and because
forward-looking statements are inherently subject to risks and uncertainties,
the actual results and outcomes may differ materially from the results and
outcomes discussed in the forward-looking statements. You are urged to carefully
review and consider the various disclosures made by us in this report and in our
other reports as we attempt to advise interested parties of the risks and
factors that may affect our business, financial condition, and results of
operations and prospects.

Background
Shades Holdings, Inc. ("we", the "Company", or "Shades") was incorporated under
the laws of Florida on November 23, 2009.

We are a development-stage company, our wholly-owned subsidiary Shades of
Fragrances, Inc. which we acquired on June 24, 2013 is a Florida corporation
formed May 14, 2013, which owns the federal registered trademark (Registration
No. 277316) "Phantom" for perfumes and fragrances. In connection with this
acquisition the Company will become a luxury & lifestyle brand developer,
through licensing agreements with emerging fashion designers and established
celebrity brands, including our own proprietary trademarks in the fragrance and
cosmetic industry. We are also engaged in developing our business infrastructure
and we are seeking capital to support the further development of our licensing
agreements. As of the date of this report, our activities have been limited to
various organizational matters, limited operations, and the development of our
business plan.

During our development stage, as discussed above, we will incur significant
expenditures for organizational costs and marketing, arising both internally and
externally. Our organizational costs have made up the majority of our expenses
to date. These expenditures are entirely predicated on the success of our
financing efforts discussed in Liquidity and Capital Resources, below. We have
had to pay for most of our organizational costs with cash and currently
anticipate that we will be required to pay for our marketing efforts with cash.

However, to the extent that outside parties will entertain share-based payment
arrangements, we will likely pursue negotiations on those lines. We have
previously issued shares of our common stock as compensation to certain
consultants and our legal service provider. We will seek stock-based
compensation arrangements in the future.

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As previously reported, on September 7, 2012, the Company entered into a Share
Exchange Agreement with Suncoast Real Estate Owned Holdings, Inc., ("Suncoast"),
and the shareholder of Suncoast (the "Suncoast Shareholder"), pursuant to which
the Suncoast Shareholder agreed to transfer all of the issued and outstanding
capital stock of Suncoast (the "Suncoast Shares") to the Company in exchange for
15,500,000 shares of common stock of the Company (the "Suncoast Exchange
Shares"). The parties contemplated that such exchange would result in Suncoast
becoming a wholly-owned subsidiary of the Company and the Shareholder acquiring
a controlling interest in the Company (the "Suncoast Exchange Transaction").

On November 27, 2012, the Company entered into an agreement with the Suncoast
Shareholder, effective as of September 11, 2012 (the "Suncoast Effective Time"),
pursuant to which the parties agreed that the Suncoast Shareholder failed to
relinquish control of Suncoast to the Company and that the Suncoast Exchange
Transaction was never effectively consummated. Accordingly, the Suncoast
Shareholder returned the Suncoast Exchange Shares to the Company on November 27,
2012 and the parties agreed that the Suncoast Shares have remained under the
ownership of the Suncoast Shareholder since the Suncoast Effective Time.

New Business
As stated above, Shades of Fragrances, Inc. ("SOF") is a fragrance branding
company and a wholly owned subsidiary of the Company which owns the federal
registered trademark (Registration No. 277316) "Phantom" for perfumes and
fragrances.

In connection with the acquisition the Company will become a luxury & lifestyle
brand developer, through licensing agreements with emerging fashion designers
and established celebrity brands, including our own proprietary trademarks. SOF
applies analytical tools and models, which have been proven successful, to
identify and leverage the brand's powerful characteristics. Additionally, on
July 2, 2013 the Company appointed David H. Schwanz, formerly a Vice President
of Sales at Elizabeth Arden, as President of Shades Of Fragrances, Inc.,
effective immediately. David's primary focus will be building a sales team to
lead the initiatives of the company.

The Company's core business strategy philosophy is based on the three E's of
creating a profitable brand, "Engage, Establish, and Execute". The core
fundamental of SOF strategy is to provide individual attention to each of the
company's brands and products within these brands. This allows SOF to bring the
highest quality product to the consumer and within the preference of the target
market. With this Company philosophy, the Company encourages development and
growth of new and existing brands, as well as maximizing profitability.

Results of Operations
Three Months Ended September 30, 2012 and 2011
Revenues - We previously derived our revenues from the sale of tangible products
primarily sunglasses. Our consolidated product sales of sunglasses were $142 and
$704 for the three months ended September 30, 2012 and 2011 respectively.

Cost of Product Sales - Our cost of product sales were $19 and $335 for the
three months ended September 30, 2012 and 2011 respectively . Our cost of
product sales is a direct result of our sales activity. Costs of products sold
included unexpected emergency shipping costs and product pricing costs.

Selling General and Administrative Expenses- Operating expenses consisted of
advertising expense, accounting and professional expenses, compensation costs,
amortization and general administrative expenses. Our analysis of the material
components of changes in operating expenses are as follows:
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Advertising and Promotion - Advertising and promotion expense were $20 and $50
for the three months ended September 30, 2012 and 2011 respectively. Due to
limited operating activity our advertising expense was set at minimum levels.

Much of our advertising was done by management through social media sites such
as Facebook.

Accounting and Professional Expense - Accounting and consulting professional
expenses (including expenses associated with our filings with the regulatory
agencies) were $83,679 and $9,337 for the three months ended September 30, 2012
and 2011 respectively. These costs include fees relating to professional
consulting for information technology services and accounting services and
external audit related expenses. Our fees for these services will continue as
these services support our operations.

Amortization - Our amortization of intangible assets was $250 and $250 for the
three months ended September 30, 2012 and 2011. The expense is related to the
amortization of our website over its useful life.

Other General and Administrative - These costs and expenses include general
office expenses. Our general and administrative costs were $462 and $60 for the
three months ended September 30, 2012 and 2011, respectively. These costs
reflect normal operating expenses and other administrative expenses, including,
without limitation, travel and entertainment expenses.

Net Loss - We have reported net loss of $95,568 and $19,165 during the three
months ended September 30, 2012 and 2011 respectively. This net loss is a result
of the items discussed in the preceding discussion.

Cost of Product Sales - Our cost of product sales were $608 and $1,020 for the
nine months ended September 30, 2012 and 2011 respectively. Our cost of product
sales is a direct result of our sales activity. Costs of products sold included
unexpected emergency shipping costs and product pricing costs.

Selling General and Administrative Expenses- Operating expenses consisted of
advertising expense, accounting and professional expenses, compensation costs,
amortization and general administrative expenses. Our analysis of the material
components of changes in operating expenses are as follows:
Advertising and Promotion - Advertising and promotion expense were $170 and $521
for the nine months ended September 30, 2012 and 2011 respectively. Due to
limited operating activity our advertising expense is set at minimum levels.

Much of our advertising is done by management through social media sites such as
Facebook.

Accounting and Professional Expense - Accounting and consulting professional
expenses (including expenses associated with our filings with the regulatory
agencies) were $109,672 and $38,391 for the nine months ended September 30,
2012and 2011 respectively. These costs include fees relating to professional
consulting for information technology services and accounting services and
external audit related expenses. Our fees for these services will continue as
these services support our operations.

Amortization - Our amortization of intangible assets was $750 and $750 for the
nine months ended September 30, 2012 and 2011 respectively. The expense is
related to the amortization of our website over its useful life.

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Other General and Administrative - These costs and expenses include general
office expenses. Our general and administrative costs were $2,123 and $330 for
the nine months ended September 30, 2012 and 2011 respectively. These costs
reflect normal operating expenses and other administrative expenses, including,
without limitation, travel and entertainment expenses.

Net Loss - We have reported net loss of $126,349 and $68,800 during the nine
months ended September 30, 2012 and 2011 respectively. This net loss is a result
of the items discussed in the preceding discussion.

Liquidity and Capital Resources
The preparation of financial statements in accordance with generally accepted
accounting principles contemplates that operations will be sustained for a
reasonable period. However, we have incurred operating losses of $126,349 during
the nine months ended September 30, 2012 and $382,141 from inception (November
23, 2009) through September 30, 2012. In addition, we used cash of $74,013 in
support of our operating activities during the nine months ended September 30,
2012. As of September 30, 2012, we had cash on hand of $328 and a working
capital deficit of $(119,958). A substantial portion of our working capital is
used for accounts payable which is related to professional services consisting
mostly of legal and accounting. Since our inception, we have been substantially
dependent upon funds raised through the sales of our stock in private placements
to sustain our operating activities. Our operating plan will require
substantially all available liquid resources and additional financing sources,
which we may not be able to achieve, to continue our business operations. These
conditions raise substantial doubt about our ability to continue as a going.

We issued 95,000 shares of our common stock under our Registration Statement on
Form S-1 (File No. 333-168139) at $0.25 per share for total proceeds to the
Company of $23,750. The Registration Statement was declared effective by the SEC
on October 25, 2010 and the Company closed the offering on September 7, 2011. We
had hoped to sell additional shares under the Registration Statement, however
there was not sufficient demand for our shares in the market. Since we did not
raise sufficient capital under the Registration Statement to sustain our current
minimal operations and implement our business plan, we may seek advances from
our existing shareholders to meet our existing working capital needs. In
addition, we may seek debt financing or short term loans. However, further
funding is not assured for the Company to continue as a going concern and,
ultimately, we need to generate profitable operations to sustain our business
activities. We cannot give any assurances regarding the success of management's
plans. Our consolidated financial statements do not include adjustments relating
to the recoverability of recorded assets or liabilities that might be necessary
should we be unable to continue as a going concern. If we do not secure at least
$250,000 we may not be able to continue our current minimal operations beyond
the next twelve months and our business plan will fail.

Cash Flow from Operating Activities - We used cash of $74,013 in our operating
activities during the nine months ended September 30, 2012 and $32,935 during
the nine months ended September 30, 2011.

We recorded a net loss of $126,349 and $68,800 during the nine months ended
September 30, 2012 and 2011.

Our cash from operating activities also includes cash flow provided by changes
in our operating assets and liabilities of $687 for the nine months ended
September 30, 2012 compared to cash flow provided by change in our operating
assets and liabilities of $10,685 for the nine months ended September 30, 2011.

Our inventory was $3,104 at September 30, 2012 compared to $3,145 at September
30, 2011.

Accounts payable and accrued expenses were $44,064 at September 30, 2012, an
increase of $10,505 from $33,559 at September 30, 2011. This use of funds is due
to the timing of payments for services accrued at December 31, 2011.

Cash Flow from Investing Activities - We used $0 cash and $1,500 in our
investing activities during the three months ended September 30, 2012 and 2011.

We have no commitments for the purchase of property and equipment or other long
lived assets.

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Cash Flow from Financing Activities -We have been substantially dependent on
these types of financings since inception.

In March of 2012 we issued an additional $1,000 short term promissory note to
the same fund that issued a $6,000 note. In April of 2012 the previous notes
along with a new note for $18,000 were combined into one note totaling $25,000
with a one year term. That fund is managed by our former Chief Executive
Officer, Sean Lyons. The notes accrued interest at twelve percent per annum for
one year with a default clause of an additional $3,000 added to principal. The
note is secured by inventory and domains owned by the Company. On June 24, 2013
the note to was paid in the amount of $28,968.

Additionally, on September 11, 2012, the Company issued a 8% note in the
principal amount of $32,500 to an investment fund. The note can be converted
into common stock a discount to the market price of the common stock. The
Company also issued to two related parties which were stockholder of the Company
8% notes each in the principal amount $10,000 convertible into common stock at a
discount to the market price of the common stock. On June 24, 2013 the note
issued to the investment fund was paid in full with cash.

Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.

Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these consolidated financial statements requires
us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and related disclosures of contingent assets
and liabilities. For a description of those estimates, see Note 3, Summary of
Significant Accounting Policies, contained in the explanatory notes to our
financial statements for the period ended September, 2012 and September 30,
2011. On an on-going basis, we evaluate our estimates, including those related
to deferred tax assets and valuation allowance, impairment of long-lived assets
and fair value of our financial instruments and equity instruments. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions; however, we believe
that our estimates, including those for the above-described items, are
reasonable.

While all of our accounting policies impact the consolidated financial
statements, certain policies are viewed to be critical. Critical accounting
policies are those that are both most important to the portrayal of our
financial condition and results of operations and that require management's most
subjective or complex judgments and estimates. Management believes the policies
that fall within this category are the policies on revenue recognition, accounts
receivable, intangible assets, investments and financial instruments.

Revenue Recognition - Revenue is recognized when a property is closed on or an
auction is facilitated for a partner. In this quarter we recognized revenue on
the sale of sunglasses related to the previous business which was spun out.

Accounts Receivable - Accounts receivable represent normal trade obligations
from customers that are subject to normal trade collection terms, without
discounts or rebates. Notwithstanding these collections, we periodically
evaluate the collectability of our accounts receivable and consider the need to
establish an allowance for doubtful accounts based upon our historical
collection experience and specifically identifiable information about our
customers.

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Inventories - Inventories consist of properties that are in transition to be
sold either through auction or typical real estate transactions.

Impairments - The Company's management evaluates its tangible and definite-lived
intangible assets for impairment under Accounting Standards Codification 350
(Intangible Assets) and Accounting Standards Codification 360 (Impairment and
Disposals). Our evaluation is a two step process. The first step is to compare
our undiscounted cash flows, as projected over the remaining useful lives of the
assets, to their respective carrying values. In the event that the carrying
values are not recovered by future undiscounted cash flows, as a second step, we
compare the carrying values to the related fair values and, if lower, record an
impairment adjustment. For purposes of fair value, we generally use replacement
costs for tangible fixed assets and discounted cash flows, using risk-adjusted
discount rates, for intangible assets.

Earnings (Loss) Per Share- The Company uses the guidance set forth under FASB
Topic Accounting Standards Codification260 (Earnings Per Share) for calculating
the basic and diluted loss per share. Basic loss per share is computed by
dividing loss by the weighted average number of common shares outstanding.

Diluted loss per share is computed similar to basic loss per share except that
the denominator is increased to include the number of additional common shares
that would have been outstanding if the potential shares had been issued and if
the additional shares were dilutive. Common equivalent shares are excluded from
the computation of net loss per share if they would be anti-dilutive. The
Company has no potentially dilutive securities for the period ended September
30, 2012 and September 30, 2011.

Income Taxes - Income taxes are accounted for using the liability method of
accounting. Under this method, deferred tax assets and liabilities are
recognized for the expected future tax consequences of differences between the
carrying amounts of assets and liabilities and their respective tax basis, using
currently enacted tax rates. The effect on deferred assets and liabilities of a
change in tax rates is recognized in income in the period when the change is
enacted. Deferred tax assets are reduced by a valuation allowance when it is
more likely than not that some portion or all of the deferred tax assets will
not be realized.

Share-Based Compensation - We apply the grant-date fair value method to our
share-based payment arrangements with employees under the rules provided in
Accounting Standards Codification718 (Accounting for Share-Based Payments) and
Staff Accounting Bulletin 107. Share-based compensation cost for employees is
measured at the grant date fair value based on the value of the award and is
recognized over the requisite service period, which is usually the vesting
period for employees. For share-based payment transactions with parties other
than employees, we apply Accounting Standards Codification 505-50 (Equity Based
Payments to Non-Employees). These non-employee services are accounted for based
on the fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable. The measurement date
for valuing share-based payments made to non-employees is the earlier of the
date at which a commitment for performance by the counterparty to earn the
equity instruments is reached or the date at which the counterparty's
performance is complete. Share-based payments to non-employees are recorded at
fair value on the measurement date and reflected in expense over the requisite
service period.

Recent Accounting Pronouncements
Recent accounting pronouncements- In May 2011, the FASB issued an update that
amends the guidance provided in ASC Topic 820, Fair Value Measurement, by
clarifying some existing concepts, eliminating wording differences between GAAP
and International Financial Reporting Standards ("IFRS"), and in some limited
cases, changing some principles to achieve convergence between GAAP and IFRS.

The update results in a consistent definition of fair value, establishes common
requirements for the measurement of and disclosure about fair value between GAAP
and IFRS, and expands the disclosures for fair value measurements that are
estimated using significant unobservable (Level 3) inputs. This update became
effective in the first quarter of fiscal 2012. We did not have a material impact
on our consolidated financial statements from this adoption of this update.